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SPW > SEC Filings for SPW > Form 8-K on 23-Dec-2011All Recent SEC Filings

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Form 8-K for SPX CORP


23-Dec-2011

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment to Purchase Agreement

On August 24, 2011, SPX Corporation (the "Company" or "we"), entered into a Share Purchase Agreement (the "Purchase Agreement") with Clyde Blowers Capital
S. R.L, SCF-VI Offshore L.P., Appleby Nominees (Jersey) Limited, and the Management and the Restricted Persons (as those terms are defined in the Agreement). (collectively, the "Sellers"). Pursuant to the Purchase Agreement, the Company agreed to purchase the entire issued share capital of Clyde Union (Holdings) S. R.L (the purchased assets referred to herein as the "Business").

On November 1, 2011, and again on December 22, 2011, we executed amendments to that agreement. The amended agreement provides for (i) an initial payment of 500,000,000 plus (ii) a potential earnout payment equal to (Annual 2012 Group EBITDA x 10) less 475,000,000, provided that in no event shall the earn out payment be less than zero, nor the aggregate consideration be more than 750,000,000. The sellers of the business also contributed 25,000,000 of working capital to the acquired business at the time of sale.

The acquisition was completed on December 22, 2011.

The foregoing description of the Purchase Agreement and amendments does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement. We will file the December 22 amendment as an exhibit to a future filing with the Securities and Exchange Commission.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                 Description

10.1          Share Purchase Agreement relating to the sale and purchase of the whole
              of the issued share capital of Clyde Union (Holdings), dated August 24,
              2011, incorporated by reference herein from our Quarterly Report on
              Form 10-Q for the period ending October 1, 2011 (file no. 1-6948).
10.2          Deed of Amendment to the Share Purchase Agreement relating to the sale
              and purchase of the whole of the issued share capital of Clyde Union
              (Holdings), dated November 1, 2011, incorporated by reference herein
              from our Quarterly Report on Form 10-Q for the period ending October 1,
              2011 (file no. 1-6948).


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